Common use of Powers Exercisable by Special Resolution Clause in Contracts

Powers Exercisable by Special Resolution. Subject to Section 8.18, in addition to those powers which are only exercisable by Special Resolution as provided elsewhere in this Agreement, the following powers will only be exercisable by Special Resolution passed by the Partners entitled to vote at the meeting (including the affirmative vote of the General Partners with respect to Subsections 8.17(e), 8.17(f), 8.17(g) and 8.17(h)): (a) removing the REIT GP where the REIT GP has committed a material breach of this Agreement, which breach has continued for 30 days after notice and, if such removal would result in the Partnership having no general partner, electing a New General Partner as provided in Subsection 6.18(c); (b) the sale, exchange or other disposition of all or substantially all of the assets of the Partnership, whether in a single transaction or a series of related transactions, except in conjunction with an internal reorganization; (c) waiving any default, other than in respect of any insolvency, receivership or bankruptcy of the Partnership, on the part of the REIT GP or NWVP GP, as applicable, on those terms as the Limited Partners may determine and releasing the REIT GP or NWVP GP, as applicable, from any claims in respect thereof; (d) amending, modifying, altering or repealing any Special Resolution previously passed by Unitholders; (e) amending this Agreement pursuant to Section 10.1 in accordance with the provisions of this Agreement; (f) a merger or consolidation involving the Partnership, except for a merger or consolidation involving only the Partnership and its affiliates; (g) a consolidation, subdivision or reclassification of the LP Units or of any class of LP Units; (h) electing the chairperson of a meeting of Partners as provided in Section 8.12; (i) continuing the Partnership if the Partnership is terminated by operation of law; (j) requiring a General Partner on behalf of the Partnership to enforce any obligation or covenant on the part of any Limited Partner; (k) adding to, changing or removing any right, privilege, restriction or condition attaching to the LP Units which may reasonably be considered materially adverse to the holders of the LP Units; and (l) consenting to any judgement entered in a court of competent jurisdiction against the Partnership.

Powers Exercisable by Special Resolution. Subject to Section 8.188.17 and the terms of the Securityholders’ Agreements, in addition to those powers which are only exercisable by Special Resolution as provided elsewhere in this AgreementAgreement (including, without limitation, as provided in Section 6.3, Subsections 6.13(a) and (c) and 6.14(a), Sections 6.19 and 8.11), the following powers will only be exercisable by Special Resolution passed by the Partners entitled to vote at the meeting (including the affirmative vote of the General Partners Partner with respect to Subsections 8.17(e8.16(d), 8.17(f), 8.17(g8.16(f) and 8.17(h8.16(g)): (a) removing the REIT GP General Partner where the REIT GP General Partner has committed a material breach of this Agreement, which breach has continued for 30 days after notice and, if such removal would result in the Partnership having no general partner, electing a New General Partner as provided in Subsection 6.18(c6.13(c); (b) the sale, exchange or other disposition of all or substantially all of the assets of the Partnership, whether in a single transaction or a series of related transactions, except in conjunction with an internal reorganization; (c) waiving any default, other than in respect of any insolvency, receivership or bankruptcy of the Partnership, on the part of the REIT GP or NWVP GP, as applicable, General Partner on those terms as the Limited Partners may determine and releasing the REIT GP or NWVP GP, as applicable, General Partner from any claims in respect thereof; (dc) amending, modifying, altering or repealing any Special Resolution previously passed by Unitholders; (e) amending this Agreement pursuant to Section 10.1 in accordance with the provisions of this Agreement; (fd) a merger merger, arrangement, consolidation or consolidation similar transaction involving the Partnership, except for a merger or consolidation involving only the Partnership and its affiliates; (ge) selling, leasing or exchanging all or substantially all of the assets or property of the Partnership other than in connection with an internal reorganization; (f) a consolidation, subdivision or reclassification of the LP Units or of any class of LP Units; (hg) electing the chairperson of a meeting of Partners as provided in Section 8.128.11; (ih) continuing the Partnership if the Partnership is terminated by operation of law; (ji) requiring a the General Partner on behalf of the Partnership to enforce any obligation or covenant on the part of any Limited Partner; (kj) adding to, changing or removing any right, privilege, restriction or condition attaching to the LP Units which may reasonably be considered materially adverse to the holders of the LP Units; and (lk) consenting to any judgement entered in a court of competent jurisdiction against the Partnership.

Powers Exercisable by Special Resolution. Subject to Section 8.18, in addition to those powers which are only exercisable by Special Resolution as provided elsewhere in this Agreement, the The following powers will shall only be exercisable by Special Resolution passed by the Partners entitled to vote at the meeting (including the affirmative vote of the General Partners with respect to Subsections 8.17(e), 8.17(f), 8.17(g) and 8.17(h)):Limited Partners: (a) removing dissolving the REIT GP where the REIT GP has committed a material breach of this AgreementPartnership, which breach has continued except as otherwise provided for 30 days after notice and, if such removal would result in the Partnership having no general partner, electing a New General Partner as provided in Subsection 6.18(cunder Sections 13.1(b) and (c); (b) removing the sale, exchange or other disposition of all or substantially all of the assets of the Partnership, whether Partnership GP in a single transaction or a series of related transactions, except in conjunction accordance with an internal reorganizationSection 8.13; (c) waiving any default, other than in respect of any insolvency, receivership or bankruptcy of the Partnership, default on the part of the REIT Partnership GP or NWVP GP, as applicable, on those such terms as the Limited Partners may determine and releasing the REIT GP or NWVP GP, as applicable, from any claims in respect thereofdetermine; (d) amending, modifying, altering or repealing any Special Resolution previously passed by Unitholdersthe Limited Partners; (e) amending this Agreement pursuant to Section 10.1 in accordance with the provisions of this Agreement; (f) a merger or consolidation involving the Partnership, except for a merger or consolidation involving only requiring the Partnership and its affiliates; (g) a consolidation, subdivision or reclassification of the LP Units or of any class of LP Units; (h) electing the chairperson of a meeting of Partners as provided in Section 8.12; (i) continuing the Partnership if the Partnership is terminated by operation of law; (j) requiring a General Partner GP on behalf of the Partnership to enforce any obligation or covenant on the part of any Limited Partner; (f) any amendment to the provisions of this Agreement dealing with amendments to this Agreement; (g) any exchange, reclassification or cancellation of all or part of the Units; (h) the addition, change or removal of the rights, privileges, restrictions or conditions attached to the Units, including: (i) the removal or change of rights to distributions; (ii) the addition or removal of or change to conversion privileges, options, voting, transfer or pre-emptive rights; or (iii) the reduction or removal of a distribution preference or liquidation preference; (i) any constraint of the issue, transfer or ownership of Units or the change or removal of such constraint, except as provided herein; (j) any distribution of the Partnership’s property upon its termination; (k) adding to, changing or removing any right, privilege, restriction or condition attaching amendment relating to the LP Units which may reasonably be considered materially adverse powers, duties, obligations, liabilities or indemnification of the Partnership GP; (l) any sale or transfer of the assets of the Partnership as an entirety or substantially as an entirety (other than as part of an internal reorganization of assets of the Partnership as approved by the Partnership GP); (m) the combination, amalgamation or arrangement of any of the Partnership or its subsidiaries with any other entity (other than as part of an internal reorganization of the assets of the Partnership approved by the Partnership GP); (n) any amendment to the holders investment guidelines or operating policies of the LP UnitsPartnership, except for any amendments aimed at ensuring continuing compliance with applicable laws, regulations, requirements or policies of any governmental authority having jurisdiction over the Partnership GP or over the Partnership; (o) any other matter required by an applicable securities regulator, by the Toronto Stock Exchange or by any other applicable stock exchange where the Units trade from time to time; and (lp) consenting any matter required to any judgement entered in be passed by a court of competent jurisdiction against the PartnershipSpecial Resolution under this Agreement.

Powers Exercisable by Special Resolution. Subject to Section 8.18, in addition to those powers which are only exercisable by Special Resolution as provided elsewhere in this Agreement, the ‌ The following powers will shall only be exercisable by Special Resolution passed by the Partners entitled to vote at the meeting (including the affirmative vote of the General Partners with respect to Subsections 8.17(e), 8.17(f), 8.17(g) and 8.17(h)):Limited Partners: (a) removing dissolving the REIT GP where the REIT GP has committed a material breach of this AgreementPartnership, which breach has continued except as otherwise provided for 30 days after notice and, if such removal would result in the Partnership having no general partner, electing a New General Partner as provided in Subsection 6.18(cunder Sections 14.1(b) and (c); (b) removing the sale, exchange or other disposition of all or substantially all of the assets of the Partnership, whether Partnership GP in a single transaction or a series of related transactions, except in conjunction accordance with an internal reorganizationSection 9.13; (c) waiving any default, other than in respect of any insolvency, receivership or bankruptcy of the Partnership, default on the part of the REIT Partnership GP or NWVP GP, as applicable, on those such terms as the Limited Partners may determine and releasing the REIT GP or NWVP GP, as applicable, from any claims in respect thereofdetermine; (d) amending, modifying, altering or repealing any Special Resolution previously passed by Unitholdersthe Limited Partners; (e) amending this Agreement pursuant to Section 10.1 in accordance with the provisions of this Agreement; (f) a merger or consolidation involving the Partnership, except for a merger or consolidation involving only requiring the Partnership and its affiliates; (g) a consolidation, subdivision or reclassification of the LP Units or of any class of LP Units; (h) electing the chairperson of a meeting of Partners as provided in Section 8.12; (i) continuing the Partnership if the Partnership is terminated by operation of law; (j) requiring a General Partner GP on behalf of the Partnership to enforce any obligation or covenant on the part of any Limited Partner; (f) any amendment to the provisions of this Agreement dealing with amendments to this Agreement;‌ (g) any exchange, reclassification or cancellation (except as provided in Section 3.20) of all or part of the Units; (h) the addition, change or removal of the rights, privileges, restrictions or conditions attached to the Units, including: (i) the removal or change of rights to distributions; (ii) the addition or removal of or change to conversion privileges, options, voting, transfer or pre-emptive rights; or (iii) the reduction or removal of a distribution preference or liquidation preference; (i) any constraint of the issue, transfer or ownership of Units or the change or removal of such constraint, except as provided herein; (j) any distribution of the Partnership’s property upon its termination; (k) adding to, changing or removing any right, privilege, restriction or condition attaching amendment relating to the LP Units which may reasonably be considered materially adverse powers, duties, obligations, liabilities or indemnification of the Partnership GP; (l) any sale or transfer of the assets of the Partnership as an entirety or substantially as an entirety (other than as part of an internal reorganization of assets of the Partnership as approved by the Partnership GP);‌ (m) the combination, amalgamation or arrangement of any of the Partnership or its subsidiaries with any other entity (other than as part of an internal reorganization of the assets of the Partnership approved by the Partnership GP); (n) any amendment to the holders investment guidelines or operating policies of the LP UnitsPartnership, except for any amendments aimed at ensuring continuing compliance with applicable laws, regulations, requirements or policies of any governmental authority having jurisdiction over the Partnership GP or over the Partnership;‌‌ (o) any other matter required by an applicable securities regulator, by the Toronto Stock Exchange or by any other applicable stock exchange where the Units trade from time to time; and (lp) consenting any matter required to any judgement entered in be passed by a court of competent jurisdiction against the PartnershipSpecial Resolution under this Agreement.

Powers Exercisable by Special Resolution. Subject to Section 8.18, in addition to those powers which are only exercisable by Special Resolution as provided elsewhere in this Agreement, the following powers will only be exercisable by Special Resolution passed by the Partners (or applicable class of Partners, where the matter relates only to one class of LP Units) entitled to vote at the meeting (including the affirmative vote of the General Partners Partner with respect to Subsections 8.17(e), 8.17(f), 8.17(g) and 8.17(h)): (a) removing the REIT GP General Partner where the REIT GP General Partner has committed a material breach of this Agreement, which breach has continued for 30 days after notice and, if such removal would result in the Partnership having no general partner, electing a New General Partner as provided in Subsection 6.18(c6.15(c); (b) the sale, exchange or other disposition of all or substantially all of the assets of the Partnership, whether in a single transaction or a series of related transactions, except in conjunction with an internal reorganization; (c) waiving any default, other than in respect of any insolvency, receivership or bankruptcy of the Partnership, on the part of the REIT GP or NWVP GP, as applicable, General Partner on those terms as the Limited Partners may determine and releasing the REIT GP or NWVP GP, as applicable, General Partner from any claims in respect thereof; (d) amending, modifying, altering or repealing any Special Resolution previously passed by Unitholders; (e) amending this Agreement pursuant to Section 10.1 9.1 in accordance with the provisions of this Agreement; (f) a merger or consolidation involving the Partnership, except for a merger or consolidation involving only the Partnership and its affiliates; (g) a consolidation, subdivision or reclassification of the LP Units or of any class of LP Units; (h) electing the chairperson of a meeting of Partners as provided in Section 8.12; (i) continuing the Partnership if the Partnership is terminated by operation of law; (j) requiring a the General Partner on behalf of the Partnership to enforce any obligation or covenant on the part of any Limited Partner; (k) adding to, changing or removing any right, privilege, restriction or condition attaching to the LP Units which may reasonably be considered materially adverse to the holders of the LP Units; and (l) consenting to any judgement judgment entered in a court of competent jurisdiction against the Partnership.